Astron Connect signs LOI to acquire Innolink Network

Executive Summary

• Astron Connect Inc. has entered into a non-binding Letter of Intent (LOI) to acquire Innolink Network Ltd., a Canadian AI infrastructure firm, in a transaction structured as a change of business and reverse takeover.
• The transaction involves the issuance of up to 187.5 million Astron Connect shares to Innolink shareholders and a concurrent non-brokered private placement raising up to $2.3 million.
• Trading in Astron Connect shares is halted pending TSX Venture Exchange approval, with a target closing date on or before October 31, 2025.

Key Details

• Transaction Structure: Non-binding LOI dated Aug. 29, 2025, to acquire all issued and outstanding common shares of Innolink Network Ltd. The transaction is intended to constitute a change of business and reverse takeover under TSX-V Policy 5.2.
• Consideration: Astron Connect anticipates issuing up to 187.5 million shares to Innolink shareholders. This includes 37.5 million shares issued in exchange for the conversion of outstanding Innolink shareholder loans.
• Concurrent Financing: A non-brokered private placement of units at $0.02 per unit to raise gross proceeds of up to $2.3 million. Each unit consists of one Astron share and one warrant to purchase one Astron share at an exercise price of $0.05 for a period of three years.
• Shareholder Dilution & Ownership: Post-closing, approximately 342,146,236 shares are expected to be outstanding. Former Innolink shareholders will hold ~54.8%, existing Astron shareholders ~8.85%, subscribers to the concurrent financing ~33.61%, and finders ~2.74%.
• Anti-Dilution Rights: Seikou Japan Co. Ltd., a majority shareholder of Innolink, will receive an anti-dilution right to maintain its aggregate percentage ownership for five years post-closing.
• Target Company (Innolink): Specializes in secure, customizable, end-to-end AI infrastructure and enterprise-grade private deployment solutions. Focuses on HPC capabilities, custom AI model development, and IaaS for SMEs.
• Innolink Financials (Year ended June 30, 2025, unaudited):
  • Assets: $341,607
  • Liabilities: $303,454
  • Revenues: $3,842,635
  • Net Profits: $34,496
• Corporate Governance: Board to be restructured to five directors (at least two nominated by Innolink, three by Astron). Anticipated directors include S. Randall Smallbone, Iris Duan, Herrick Lau, and Wei Kang.
• Regulatory & Trading Status: Trading in Astron Connect common shares is halted. Transaction requires TSX-V approval. The resulting issuer will seek listing as a Tier 2 technology issuer under a new symbol.
• Closing Conditions: Subject to TSX-V approval, completion of concurrent financing, cancellation of outstanding Innolink options/warrants, and shareholder approvals.
• Timeline: Closing anticipated on or before Oct. 31, 2025.

Notable Quotes

• None explicitly quoted in the text; however, the release notes that the combined company will be renamed to a name agreed to by Innolink.